American Express Centurion Bank, Salt Lake City, Utah ("Bank"), having been advised of its right to a NOTICE OF CHARGES AND OF HEARING detailing the violations of law alleged to have been committed by the Bank and its right to a hearing on those charges under 12 U.S.C. § 1818(i) and having waived those rights, entered into a STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO PAY ("CONSENT AGREEMENT") dated June 5, 2009, with counsel for the Federal Deposit Insurance Corporation ("FDIC"), whereby, solely for the purpose of this proceeding and without admitting or denying any violation of law, the Bank consented to the issuance of this ORDER TO PAY ("ORDER") by the FDIC.

The FDIC considered the matter and determined that it has reason to believe that the Bank committed violations of law, including, but not limited to violations of section 5 of the Federal Trade Commission Act, 15 U.S.C. § 45(a)(1) ("Section 5").

The FDIC, therefore, accepts the CONSENT AGREEMENT and issues the following:

ORDER TO PAY CIVIL MONEY PENALTY

IT IS ORDERED THAT, after consideration of the violations of law including unfair acts or practices in violation of Section 5, the appropriateness of the penalty with respect to the financial resources and good faith of the Bank, the gravity of the violations, the history of previous violations, and such other matters as justice may require, pursuant to 12 U.S.C. § 1818(i)(2), the Bank pay a civil money penalty of Two Hundred and Fifty Thousand ($250,000) dollars within fifteen (15) days of the effective date of this ORDER. The Bank shall pay the civil money penalty to the Treasury of the United States. The Bank shall pay such civil money penalty itself and is prohibited from seeking or accepting indemnification for such payment from any third party.

This ORDER shall be effective on the date of issuance.

The provisions of this ORDER shall be binding upon the Bank, its institution-affiliated parties, and any successors and assigns thereof. The provisions of this ORDER shall remain effective and enforceable except to the extent that, and until such time as, any provision has been modified, terminated, suspended, or set aside by the FDIC.